Minute Book – Complete Corporate Records for Your Alberta Corporation

There is no government fee for a minute book, because nothing is filed with Corporate Registry. Incorporating with us? Add the minute book to your incorporation order for $389 + GST. For the printed binder with tabs as well, order it for $106 + GST.

Minute book requirements in Alberta

• The records are required by law. Alberta corporations must keep their articles, bylaws, registers, resolutions and share records under the Business Corporations Act, and available for inspection.
• Who asks for it. Banks when you open an account (certificate, articles, banking resolution), lenders before financing, the buyer's lawyer when you sell the company, and CRA during a review. Your CPA needs the share register to prepare the T2.
• Organizational resolutions in Alberta come first. Incorporation creates the corporation; the organizational resolutions adopt the bylaws, appoint officers and issue the first shares. Until they are signed, the corporation has directors but no shareholders on paper.
• Annual upkeep. Each year the directors and shareholders sign annual resolutions (approving the financial statements, confirming directors and officers). Those are separate from the Alberta annual return, a registry filing, and from the T2 tax return. Three obligations, three places.
• Changes go in the book too. When you change your directors or your address, the filed notice and the resolution behind it belong in the minute book.
• Digital or printed. A bookmarked PDF is easiest to send to a bank or CPA; a binder is what lawyers expect at a closing. Both hold the same documents.
• Professional corporations. CPSA, CDSA, the Law Society of Alberta and CPA Alberta each restrict who may hold voting shares, and we reflect those rules in the registers and resolutions.

Who this is for

• The founder who incorporated last week, walked into the bank with a certificate and articles, and was asked for "the minute book and the resolutions".
• The physician, dentist, lawyer or CPA whose regulator requires specific wording in the articles and bylaws, and whose accountant wants the share structure documented exactly as designed.
• The owner of an existing corporation who was never given a minute book, or whose binder stopped being updated years ago, and now needs it for financing, a sale or a CRA review.
• The CPA, bookkeeper or law clerk who wants organizational documents formatted for the minute book, in PDF, with one account for every client and partner pricing.

How it works

1. You fill in the online form — about 15 minutes. Returning customers pick the corporation from their account and confirm the directors already on file.
2. A trained agent drafts the book and checks every document against your filed articles: the share classes, the number of directors, and any restrictions on share transfers. Professional corporations are checked against the regulator's mandatory clauses.
3. You review the draft and call us with questions. Changes are made the same business day.
4. You sign where we mark: the resolutions, the consents, the subscriptions and the share certificates. Unsigned documents are the most common gap we see in old minute books.
5. We deliver the book: the PDF within 1–2 business days of your order, the printed binder within 5–7 business days.

If we cannot complete a book, our refund policy explains what happens.

Common mistakes we catch before filing

• No shares issued. A corporation that was incorporated but never issued shares has no shareholders, which surprises the bank and the CPA at year end.
• Unsigned resolutions. A drafted resolution nobody signed is not a decision.
• Share certificates that do not match the register, or classes on the certificates that do not exist in the articles.
• Resolutions dated before the incorporation date, or a fiscal year end in the resolutions that differs from the one your CPA gave CRA.
• A director listed in the book who was never filed with Corporate Registry, or the reverse.

What you need before you start

• Your Certificate and Articles of Incorporation as PDFs, or tell us to order a copy of the articles.
• The date of incorporation and the fiscal year end your CPA chose.
• The names and addresses of the directors and officers. An officer is a person the directors appoint to a role such as president or secretary; one person can hold every role.
• The shareholders: who receives how many shares of which class, and what each pays for them. The share structure is your CPA's or lawyer's design; we document it the way they recommend and never advise on it.
• For a professional corporation: the articles your regulator approved and any wording your college requires in the bylaws or resolutions.
• For an existing corporation: whatever resolutions, registers or certificates you already have, so we rebuild from the real history rather than guess.

• Your Certificate of Incorporation and Articles of Incorporation at the front of the book. If you no longer have the articles, we order a copy of your articles from Corporate Registry.
• Bylaws: the rules for how your directors and shareholders meet, vote and sign.
• Organizational resolutions of the directors and of the shareholders: adopting the bylaws, issuing the first shares, appointing the officers, setting the fiscal year end your CPA chose, and the banking resolution your bank asks for.
• Registers of directors, officers, shareholders and securities (the running lists of who holds which shares, and every change since incorporation).
• Share subscriptions (each shareholder's written request to buy shares) and share certificates that match the securities register exactly.
• Consents to act as director, and the Notice of Directors, Notice of Address and Notice of Agent for Service as filed.
• A bookmarked PDF within 1–2 business days, or a tabbed binder in 5–7 business days, or both.
• A one-page list of what to add to the book each year.